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CHARTER  AND  BY-LA¥S 


OF   THE 


WESTERN   RAILROAD  COMPANY, 


WITH  THE  AMENDMENTS. 


AND 


A  LIST  OF  THE  OFFH  ERS  FOR  THE  YEAR  1861. 


fayetteville: 

PRINTED  BY  EDWARD  J.  HALE  &  SONS. 

1861. 


/< 


George  Washington  Flowers 
Memorial  Collection 

DUKE  UNIVERSITY  LIBRARY 


ESTABLISHED  BY  THE 

FAMILY  OF 

COI.ONF.I.   FLOWERS 


CHAETER  AND  BY-LA¥S 


OF  THE 


WESTERN  RAILROAD  COMPANY, 


WITH  THE  AMENDMENTS, 


AND 


A  LIST  OF  THE  OFFICERS  FOR  THE  YEAR  1861. 


PAYETTEVILLE : 

PRINTED  BY  EDWARD  J.  HALE  &  SONS. 

1861. 


^ 


OFFICERS  OF  THE  COMPANY. 


FresideDt: 
0.  B.  MALLETT. 

Secretary  and  Treasurer: 
JNO.  M.  ROSE. 

Directors: 

GEO.  McNeill. 

JAS.  KYLE. 

H.  L.  MYROVER. 

A.  A.  McKETHAN. 

W.  T.  HORNE. 

S.  J.  HINSDALE. 

THOS.  S.  LUTTERLOH. 

A.  McLEAN. 

W.  McLAURIN. 


CHARTER. 


jmk.  ms-    .^m,  «C3  tt 

To  Incorporate  a  Company  to  construct  a  Hail  Road  from  some 

point  on  the  Cape  Fear  liiver^  at  or  near  FayettevUle^  to 

some  point  in  the  Coal  Region^  hereafter  to  he  determined. 

Section  1.  Be  it  enacted  by  the  General  Assembly  of  the  State 
of  North  Carolina,  and  it  is  hereby  enacted  by  the  authority  of 
the  same,  That  for  the  purpose  of  establishing  a  communication 
by  Rail  Road  between  the  Town  of  Fayetteville  and  the  Coal 
region  in  the  counties  of  Moore  and  Chatham,  at  some  point  to 
be  hereafter  determined,  the  formation  of  a  corporate  company, 
with  a  capital  of  five  hundred  thousand  dollars,  is  hereby  au- 
thorised,— to  be  called  "The  "Western  Rail  Road  Company;" 
and  when  formed  in  compliance  with  the  conditions  hereinafter 
prescribed,  to  have  a  corporate  existence  as  a  body  politic  in 
perpetuity. 

Sec.  2.  Be  it  further  enacted,  That  the  said  Company  be  and 
the  same  is  hereby  authorised  to  construct  a  Rail  Road  from 
the  town  of  Fayetteville  to  some  point  in  the  Coal  region,  in 
the  county  of  Moore  or  in  the  county  of  Chatham,  to  be  deter- 
mined by  said  Company  after  the  same  shall  have  been  formed. 

Sec.  3.  Be  it  further  enacted.  That  for  the  purpose  of  revis- 
ing [raising]  the  Capital  Stock  of  said  Company,  it  shall  be 
lawful  to  open  books  in  the  Town  of  Fayetteville,  under  the  di- 
rection of  tlie  following  Commissioners,  to-wit:  Duncan  G.  Mac- 
Rae,  Jesse  G.  Shepherd,  James  Kyle,  William  H.  Haigh,  John 
Eccles,  George  McNeill,  Thomas  S.  Lutterloh,  John  H.  Cook, 
Edward  J.  Hale,  Benjamin  W.  Robinson,  Robert  K.  Bryan, 
Robert  Strange,  and  David  A.  Ray;  in  the  Town  of  Wilming- 
ton, under  the  direction  of  P.  K.  Dickinson,  Thomas  H.  Wright, 
John  A.  Taylor,  Gilbert  Potter,  John  McRae,  Sen'r,  O.  G.  Pars- 
ley, A.  J.  DeRosset,  Jr.,  Robert  W.  Brown,  and  D.  K.  McRae; 


6 

and  at  such  other  places,  and  under  the  direction  of  such  per- 
sons, as  a  majority  of  the  Commissioners  first  above-named  may- 
deem  proper,  for  the  purpose  of  reeeivini;  subscriptions  to  an 
amount  not  exceeding  five  hundred  thousand  dollors,  in  shares 
of  one  hundred  dollars  each. 

Sec.  4.  Be  it  further  enacted,  That  the  Commissioners  above- 
named,  and  all  other  j)erson.s  who  may  hereafter  be  authorised 
as  aforesaid  to  open  books  for  subscriptions,  shall  open  the  same 
at  any  time  after  the  ratification  of  this  Act,  first  giving  twenty 
days'  notice  thereof,  of  the  time  and  place,  in  one  or  more  of 
the  newspapers  printed  in  Fayetteville  and  "Wilmington,  and 
the  said  books  when  opened  sliall  be  kept  open  for  the  space  of 
sixty  days  at  least,  and  as  long  thereafter  as  the  Commissioners 
first  above-named  shall  direct,  and  the  said  first-named  Com- 
missioners sliall  have  power  to  call  on  and  require  all  persons 
empowered  to  receive  subscriptions  of  stock,  at  any  time,  and 
from  time  to  time,  as  a  majority  of  them  may  think  proper,  to 
make  returns  of  the  subscriptions  of  stock  by  them  respectively 
received. 

Sec.  5.  Be  it  further  enacted,  That  whenever  the  sum  of  one 
hundred  thousand  dollars  shall  be  subscribed,  in  manner  and 
form  aforesaid,  the  subscribers,  their  executors,  administrators 
or  assigns,  shall  be  and  they  are  hereby  declared  incorporated 
into  a  Company,  by  the  name  and  style  of  the  "Western  Bail 
Road  Company,"  and  by  tliat  name  shall  be  capable  in  law  and 
equity  of  purchasing,  holding,  selling,  leasing  and  conveying 
estates,  real,  personal  and  mixed,  and  of  acquiring  the  same  by 
gift  or  devise,  so  far  as  shall  be  necessary  for  the  purposes  era- 
braced  within  the  scope,  <;»bject  and  interest  [intent]  of  their 
Charter,  and  no  farther:  And  shall  have  perpetual  succession, 
and  by  their  corporate  name  may  sue  and  be  sued,  plead  and 
be  impleaded,  in  any  Court  of  law  and  equity  in  this  State;  and 
may  have  and  use  a  common  seal,  which  they  may  alter  and 
renew  at  pleasure;  and  shall  have  and  enjoy  all  other  rights 
and  immunities  w'hich  other  corporate  bodies  may  and  of  right 
do  exercise;  and  make  all  such  bye-law^s,  rules  and  regulations 
as  are  necessary  for  the  government  of  the  corporation,  or  ef- 
fecting the  object  for  which  it  was  created,  not  inconsistent  with 
the  constitution  and  laws  of  this  State. 


Sec.  6.  Be  it  further  enacted,  That  it  shall  be  the  duty  of  the 
Commissioners  named  in  this  Act  for  receiving  subscriptions 
in  Fayetteville,  or  a  majority  of  them,  as  soon  as  the  sum  of 
one  hundred  thousand  dollars  shall  have  been  subscribed  in 
manner  aforesaid,  to  give  public  notice  thereof,  and  at  the  same 
time  call  a  general  meeting  of  the  stockholders,  giving  at  least 
thirty  days'  notice  of  the  time  and  place  of  meeting;  at  which 
meeting  a  majority  of  the  stockholders,  being  represented  in 
person  or  by  proxy,  shall  proceed  to  elect  a  President  and  Trea- 
surer and  nine  Directors,  out  of  the  number  of  stockholders;  and 
the  said  Directors  shall  have  power  to  perform  all  the  duties 
necessary  for  the  government  of  the  corporation  and  the  trans- 
action of  the  business.  And  the  persons  elected  as  aforesaid 
shall  serve  such  period,  not  exceeding  one  year,  as  the  stock- 
holders may  direct;  and  at  that  meeting  the  stockholders  shall 
fix  on  the  day  and  place  or  places  where  the  subsequent  elec- 
tion of  President  aud  Treasurer  and  Directors  shall  be  held, 
and  such  election  shall  thenceforth  be  annually  made;  but  if  the 
day  of  the  annual  election  of  officers  shall,  under  any  circum- 
stances, pass  without  an  election,  the  corporation  shall  not 
thereby  be  dissolved,  but  the  cifficers  formerly  elected  shall  con- 
tinue in  office  until  a  new  election  takes  place. 

Sec.  7.  Be  it  further  enacted.  That  the  election  of  officers 
aforesaid  shall  be  by  ballot,  each  stockholder  having  as  many 
votes  as  he  has  shares  in  the  stock  of  the  Company,  and  the 
person  having  the  greatest  number  of  votes  polled  shall  be  con- 
sidered duly  elected  to  the  office  for  which  he  is  nominated; 
and  at  all  elections  and  upon  all  votes  taken  at  any  meeting  of 
the  stockholders,  upon  any  bye-law  or  any  of  the  officers  of  the 
Company,  each  share  of  stock  shall  be  entitled  to  one  vote,  to 
be  represented  either  in  person  or  by  proxy;  and  proxies  may 
be  verified  in  such  manner  as  the  bye-laws  of  the  ComjDany 
prescribe. 

Sec.  8.  Be  it  further  enacted.  That  the  Board  of  Directors 
may  fill  any  vacancies  which  may  occur  in  it  during  the  period 
for  which  they  have  been  elected,  and  in  the  absence  of  the 
President  may  a})point  a  President  j^ro  tem.jyore  to  fill  his  place. 

Sec.  9.  Be  it  further  enacted,  That  the  Board  of  Directors 
may  call  for  the  sums  subscribed  as  stock  in  said  Company  in 


Buch  instalments  as  the  interest  of  said  Company  may,  in  their 
opinion,  require:  the  call  for  each  payment  shall  be  published 
in  one  or  more  newspapers  of  the  Stiite,  for  one  month  before 
the  day  of  payment,  and  on  foilure  of  any  stockliolder  to  pay 
each  instalment  as  thus  required,  the  Directors  may  sell  at  pub- 
lic auction,  on  a  previous  notice  of  ten  days,  for  cash,  all  the 
stock  subscribed  for  in  said  Company  by  such  stockholders,  and 
convey  the  same  to  the  purchaser  at  said  sale;  and  if  the  said 
sale  of  stock  do  not  produce  a  sum  sufficient  to  pay  off  the  inci- 
dental expenses  of  the  sale  and  the  entire  amount  owing  by 
such  stockholder  to  the  Company  for  such  subscriptions  of 
stock,  then  and  in  that  case  the  whole  of  such  balance  shall  be 
held  as  due  at  once  to  the  Company,  and  may  be  recovered  of 
such  stockholder,  or  his  executors,  administrators  or  assigns,  at 
the  suit  of  said  Company,  either  by  summary  motion  in  any 
Court  of  superior  jurisdiction  in  the  county  where  the  delinquent 
resides,  on  previous  notice  of  ten  days  to  said  subscribers,  or 
by  the  action  of  assumpsit  in  any  Court  of  competent  jurisdic- 
tion, or  by  warrant  before  a  Justice  of  Peace,  where  the  sum 
does  not  exceed  one  hundred  dollars;  and  in  all  casts  of  assign- 
ment of  stock  before  the  whole  amount  has  been  paid  to  the 
Company,  then  for  all  sums  due  on  such  stock,  both  the  origi- 
nal subscribers  and  the  iirst  and  all  subsequent  assignees  shall 
be  liable  to  tlie  Company,  and  the  same  may  be  recovered  as 
above-described. 

Sec.  10.  Be  it  further  enacted,  That  the  debt  of  the  stock- 
holders due  to  the  Company  for  stock  therein,  either  as  original 
proprietors  or  as  first  or  subsequent  assignee,  shall  be  consid- 
ered as  of  equal  dignity  with  Judgment  in  the  distribution  of 
assets  of  a  deceased  stockholder  by  his  legal  representative. 

Sec.  11.  Be  it  further  enacted,  That  the  said  Company  shall 
issue  certificates  of  stock  to  its  meml)ers,  and  said  stock  may  be 
transferred  in  such  manner  and  form  as  may  be  directed  by 
the  bye-laws  of  the  Company. 

Sec.  12.  Be  it  further  enacted,  That  the  said  Company  may 
at  any  time  increase  its  capital  stock  to  a  sum  sufficient  to  com- 
plete said  road,  not  exceeding  the  additional  sum  of  five  hun- 
dred thousand  dollars,  by  02)ening  books  for  the  subscription  of 
new  stockj  or  borrowing  money  on  the  credit  of  the  Com- 


9 

pany,  and  on  the  mortgage  of  its  charter  and  works;  and  the 
manner  in  which  tlie  same  shall  be  done  in  either  case  shall  be 
prescribed  by  the  stockholders. 

Sec.  13.  Be  it  further  enacted,  That  the  said  Company  shall 
have  power  of  using  any  section  of  the  said  road  constructed  by 
them  before  the  whole  of  said  road  shall  be  com]»leted,  and  may 
chai'ge  for  transportation  thereon. 

Sec.  14.  Be  it  further  enacted,  That  all  contracts  or  agree- 
ments authenticated  by  the  President  and  Secretary  of  the 
Board,  shall  be  binding  on  the  Company,  with  or  witliout  a 
seal.  Such  a  mode  of  authentication  shall  be  used  as  the  Com- 
pany, by  their  bye-laws,  may  adopt. 

Sec.  15.  Be  it  further  enacted,  That  the  said  Company  may 
purchase,  have  and  hold  in  fee  or  for  a  tei-m  of  years  any  lands, 
tenements,  or  hereditaments  which  may  be  necessary  for  the 
said  road,  or  for  the  erection  of  depositories,  store-houses,  hou- 
ses foi*  the  officers,  servants  or  agents  of  the  Companj^,  or  for 
work-shops  or  foundries  to  be  used  by  the  Company,  or  for  pi'o- 
curing  stone  or  other  materials  necessary  to  the  construction  of 
the  road,  or  effecting  transportation, — and  for  no  other  purpose 
M'hatever. 

Sec.  16.  Be  it  further  enacted,  That  the  Company  shall  have  the 
i-ight,  when  necessary,  to  construct  the  said  rail  road  across  any 
])ublic  road,  or  along  the  side  of  any  public  road.  Provided  that 
the  said  Company  shall  not  obstruct  any  pid)lic  road  without 
first  constructing  one  equally  as  good  and  as  convenient  as  the 
one  taken  by  said  Company. 

Sec.  17.  Be  it  further  enacted.  That  when  any  lands  or  right 
of  way  may  be  required  by  the  said  Company  for  the  purpose 
of  constructing  their  road,  building  Avarehouses,  v/ater  stations, 
workshops  or  depositories,  and  fur  want  of  agreement  as  to  the 
value  thereof,  or  from  any  other  cause,  the  same  cannot  be  pur- 
chased from  the  owner  or  owners,  the  same  niay  be  taken  at  a 
valuation  to  be  made  by  a  jury  of  good  and  lawful  men,  to  be 
summoned  by  the  Sheriff  of  the  county  in  which  the  land  re- 
quired by  the  Company  may  lie,  and  in  making  the  said  valu- 
ation, the  said  jury  shall  take  into  consideration  the  loss  or 
damage  which  may  accrue  to  the  owner  or  owners  in  conse- 
quence of  the  land  or  right  of  way  being  surrendered,  and  the 
2 


\ 


10 

Lenefit  and  advantage  he,  she,  or  they  may  receive  from  tlic 
erection  of  the  said  road,  »tc.,  and  shall  state  particularly  the 
value  and  amount  of  each,  and  the  excess  of  loss  or  damage 
over  and  above  the  advantages  and  benefits  shall  form  the  mea- 
Bure  of  valuation  of  said  land  or  right  of  way:  Provided,  never- 
theless, that  if  any  person  or  persons  over  whose  land  the  said 
road  ma}'  pass,  or  the  Company,  should  be  dissatisfied  with  the 
valuation  thus  made,  then,  and  in  that  case,  either  jiarty  may 
have  an  ap])eal  to  the  Court  of  the  ccmnty,  to  be  held  thereafter; 
and  the  Sheriff  shall  return  to  the  said  Court  the  verdict  of  the 
jury,  with  all  tlieir  proceedings  thereon,  and  the  lands  or  rights 
of  way  80  valued  by  the  jury  shall  vest  in  the  said  Company  so 
long  as  the  same  shall  be  used  for  the  purpose  of  said  rail  road, 
so  soon  as  the  valuation  may  be  paid,  or  if  refused,  paid  over 
to  the  Clerk  of  the  County  Court:  Provided  tluit  the  right  of 
condemnation  shall  not  authorise  the  said  Com]>any  to  evade 
[invade]  tlie  (Iwelliiig  house  yard,  garden  or  grave-yard  of  any 
individual  without  his  consent. 

Skc.  18.  Be  it  fui-ther  enacted.  That  the  right  of  said  Com- 
pany to  condemn  land  in  the  maimer  described  in  the  above 
section,  shall  extend  to  the  condenmation  only  of  one  hundred 
feet  on  each  side  of  tlie  main  track  of  tiie  road,  measuring  from 
the  centre  of  the  same,  unless  in  case  of  deep  cuts  and  filling, 
when  said  Com])any  shall  have  power  to  condemn  as  much  in 
addition  thereto  as  may  be  necessary  for  the  pur})ose  of  con- 
structing said  road;  and  the  Company  in  like  manner  shall  have 
power  to  condemn  any  ap])njpriate  lands  for  the  constructing 
and  building  of  depots,  shops,  c^c,  not  exceeding  five  acres  in 
one  lot  or  station. . 

Sec.  19.  Be  it  further  enacted,  That  the  said  Company  shall 
have  the  exclusive  right  of  conveyance  or  transportation  of  per- 
sons, goods,  merchandise,  produce  and  coal  over  said  road,  at 
such  charges  as  may  be  fixed  on  by  a  majoi'ity  of  the  Directors. 

Sec.  20.  Be  it  further  enacted,  That  the  profits  of  the  Com- 
pany, or  so  much  thereof  as  the  Board  of  Directors  may  deem 
advisable,  shall,  when  the  affairs  of  the  Company  will  permit, 
be  annually  or  semi-annually  divided  among  the  stockholders, 
in  proportion  to  the  stock  each  may  own. 

Sec.  21.  Be  it  further  enacted,    That  notice  of  process  upon 


11 

the  President  or  any  of  tlie  Directors  thereof  shall  be  deemed 
and  taken  to  be  dne  and  lawful  notice  of  service  of  process  upon 
the  Company. 

Sec.  22.  Be  it  further  enacted,  That  said  Company  shall  have 
power  to  construct  branches  to  said  road,  or  to  connect  with  any 
other  rail  road  that  may  be  constructed,  and  any  contract  that 
may  be  entered  into  with  any  other  rail  road  company  by  the 
President  and  Directors  of  said  Company,  after  the  consent  of 
a  majority  of  the  stockholders  first  obtained,  shall  be  binding 
on  the  said  Company. 

Sec.  23.  Be  it  further  enacted.  That  it  may  and  shall  be  law- 
ful for  the  said  "Western  Ivail  Road  Company"  to  make  and 
issue  bonds  to  an  amount  not  exceeding  four  hundred  thousand 
dollars,  to  be  signed  by  the  President  of  said  Company,  under 
the  common  seal  of  the  same,  in  sums  of  one  thousand  dollars 
each,  bearing  interested  [interest]  at  the  rate  of  seven  per  cent, 
per  annum,  to  be  paid  semi-annually,  in  the  city  of  ^ew  York 
or  Boston,  at  their  option,  and  redeemable  in  the  year  1875. 

Sec.  24.  Be  it  further  enacted,  That  to  secure  the  faithful 
payment  of  the  said  bonds,  it  may  and  shall  be  lawful  for  the 
President  and  Directors  of  the  "'Western  Paillload  Company" 
to  make,  execute  and  deliver  to  such  persons  either  in  the  city 
of  New  York  or  Boston  as  the  said  Company  may  select  and 
appoint,  a  deed  of  trust  or  mortgage,  under  the  common  seal  of 
said  Company,  wherein  shall  be  conveyed  to  the  person  that 
[thus]  ap})ointed  Trustee,  the  road,  property,  income  and  fran- 
chises of  said  Company,  acquired  or  to  be  accpiired,  conditioned 
for  the  payment  of  the  interest  and  final  redemption  of  said 
bonds. 

Sec.  25.  Be  it  further  enacted.  That  all  the  ofticers  of  the 
Company,  and  servants  and  persons  in  the  actual  employment 
of  the  Company,  be,  and  they  are  hereby  exempt  from  perform- 
ing ordinary  militia  duty,  working  on  public  roads  and  serving 
as  jurors. 

Sec.  26,  Be  it  further  enacted.  That  all  the  work  hereby  re- 
quired shall  be  executed  with  due  diligence;  and  if  it  be  not 
commenced  within  four  years  after  the  ratification  of  this  act, 
then  this  charter  shall  be  void. 

Sec.  2T.  Be  it  further  enacted,  That  this  act  shall  be  in  force 


12 

from  and  after  the  ratification,  and  sliall  be  regarded  as  a  piil)- 
lic  act  and  be  continued  in  force  until  the  year  nineteen  hundred. 

[Read  tliree  times,  and  ratified   in  General  Assembly,  this 
24th  day  of  December,  A.  D.  1S52.] 

JNO.  BAXTER,  S.  H.  C. 
W.  N.  EDWARDS,  S.  S. 

STATE  OF  KORTTI  CAROLILA, 

Office  of  Skckiotary  of  State. 
I,  William  Hill,  Secretary  of  State  aforesaid,  do  hereby  cer- 
tify that  the  foregoing  is  a  true  cojiy  of  the  original  act,  on  file 
in  this  Office. 

Given  under  my  hand,  this  Gth  day  of  January  1853. 

"W.  HILL,  Secretary  of  State. 


13 


AMENDATORY  ACTS. 

AN    ACT 
To  ametid  the  Charter  of  the  Western  Railroad  Company. 

Section  1.  Be  it  enacted,  &c.,  That  in  lieu  of  the  bonds  au- 
thorized to  be  issued  by  the  Western  Raiboad  Company,  under 
the  23d  and  24th  sections  of  the  act  of  incorporation  of  the 
same,  the  said  company  is  hereby  authorized  to  issue  their 
bonds  for  such  an  amount,  and  in  such  manner  and  fonn,  pay- 
able at  such  tune  and  place,  and  bearing  such  interest,  as  said 
company  may  authorize;  and  to  secm'e  the  payment  of  the 
same,  they  are  hereby  authorized  to  make  and  deliver  to  such 
person  or  persons  as  they  may  select,  a  mortgage  or  mortga- 
ges on  all  the  real  and  personal  estate  of  the  same,  together 
with  all  their  franchises  and  privileges. 

Sec.  2.  Be  it  further  enacted.  That  the  justices  of  the  coun- 
ty court  of  any  county,  or  the  authorities  of  any  incorporated 
town  in  this  State,  shall  have  full  power  and  authority  to  sub- 
scribe to  the  stock  of  said  company  to  the  ampunt  they  shall 
be  authorized  to  do  by  the  inhabitants  of  said  county  or  town; 
and  they  may  issue  bonds  or  other  evidences  of  debt  to  enable 
them  to  borrow  money  to  pay  such  subscription,  at  a  rate  of 
interest  not  exceeding  seven  per  cent,  per  annum,  and  to  levy 
and  collect  taxes  to  pay  the  same.  Provided,  however,  that  be- 
fore any  such  subscription  is  made,  the  question  shall  be  sub- 
mitted to  the  qualified  voters  of  the  House  of  Commons  of  such 
county,  or  to  the  qualified  voters  of  such  town,  and  no  sub- 
scription shall  be  made  unless  a  majority  of  those  voting  ap- 
prove thereof. 

Sec.  3.  Be  it  further  enacted,  That  in  any  suit  brought  by 
or  against  said  company,  no  stockholder  therein,  not  being  in 
his  individual  capacity  a  party  to  such  suit,  shall  be  incompe- 
tent as  a  vdtness  on  account  of  his  being  a  stockholder  in  the 
same. 

Sec.  4.  Be  it  further  enacted.  That  so  much  of  the  6th  sec- 
tion of  the  charter  as  requires  the  stockholders  annually  to 


u 

elect  a  tiTasmer,  be  repealed,  and  that  hereafter  the  treasurer 
shall  be  appointed  by  and  be  amenable  to  the  board  of  directors^ 

Sec.  5.  Be  it  further  enacted,  That  the  said  Western  Rail- 
road Company  be  authorized  to  acquire,  either  bv  purchase  or 
otherwise,  in  the  coallields  on  Deep  River,  not  exceeding  one 
thousand  acres  of  larul,  and  to  use  and  dispose  of  the  same  for 
mining  and  other  purposes. 

Skc.  0.  And  be  it  further  enacted.  That  if  the  capital  stock 
of  said  company,  as  authorized  by  the  charter,  be  insufficient 
to  carry  out  the  purposes  of  the  same,  it  may  be  increased  by 
said  company  to  a  million  and  a  half  of  dollars. — Passed  1856-57. 


AN    ACT 

To  aid  in  the  Construction  and  Equipment  of  the  Western  Railroad 
from  Faycttcville  to  tJic  Coalfields. 

Section  1.  Be  it  enacted  by  the  General  Assembly  of  the 
State  of  North  Carolina,  and  it  is  hereby  enacted  by  the  au- 
thorit}"  of  the  same.  That  the  public  treasurer  is  hereby  author- 
ized and  directed  to  sell  the  coupon  bonds  of  the  State,  to  an 
amount  not  exceeding  four  hundred  thousand  dollars,  signed 
by  the  governor,  countersigned  by  the  public  treasurer,  and 
sealed  with  the  great  seal  of  the  State,  bearing  six  per  cent,  in- 
terest, the  principal  payable  at  the  end  of  thu-ty  years  from  the 
date  thereof,  and  the  coupons  of  interest  payable  semi-annu- 
ally in  such  form  as  the  public  treasurer  luay  direct,  to  be 
made  payable  at  such  time  and  place  as  may  be  agreed  upon 
by  the  public  treasurer;  and  that  the  public  treasurer  shall  pay 
over  the  said  sum  of  four  hundred  thousand  dollars  to  the  pre- 
sident and  directors  of  the  Western  Railroad  Company,  at  such 
times  and  upon  such  conditions  as  are  herein  provided:  Provi- 
ded, said  bonds  shall  not  be'  sold  by  the  public  treasurer  for  a 
less  sum  than  their  par  value. 

Sec.  2.  Be  it  further  enacted.  That  before  the  public  trea- 
surer shall  sell  for  said  company  any  of  the  bonds  hereby  au- 
thorized to  be  sold,  the  said  Western  Railroad  Company  shall 
deliver  to  the  public  treasurer  the  coupon  bonds  of  said  com- 
pany for  the  same  amount  and  bearing  the  same  interest  and 
date,  the  principal  and  coupons  payable  at  the  same  time  and 


15 

place  as  those  of  the  State  hereinbefore  directed  to  be  issued 
and  paid  over  to  the  Western  Raih'oad  Compan}^;  and  to  secure 
the  principal  and  interest  of  said  bonds  issued  by  the  Western 
Railroad  Company,  the  State  of  North  Carolina  shall  by  this 
act  have  a  lien  upon  all  the  estate  of  said  company,  both  real 
and  personal,  which  they  may  now  have  or  may  hereafter  ac- 
quire between  the  Cape  Fear  river,  at  Fayetteville,  and  the 
terminus  of  said  road  in  the  coalfields,  including  that  at  both 
points,  together  with  all  the  rights,  franchises  and  powers 
thereunto  belonging  or  in  any  wise  appertaining,  or  that  may 
hereafter  belong  or  appertain  to  said  company,  which  lien 
shall  be  more  effectually  secured  by  a  mortgage  duly  executed 
by  said  company  to  the  State  and  registered  in  the  register's 
office  of  the  counties  of  Cumberland,  Harnett,  Moore  and 
Chatham,  and  for  the  better  security  of  the  payment  of  the  in- 
terest upon  said  bonds  until  the  completion  of  said  road,  the 
company  shall  deposit  with  the  public  treasurer  good  and  suf- 
ficient bonds  made  by  individual  stockholders,  or  persons  in- 
terested in  said  road,  amounting  to  fifty  thousand  dollars,  to 
secure  the  payment  of  the  interest  as  aforesaid,  which  said 
bonds  shall  be  payable  to  the  public  treasurer,  and  shall  be 
deemed  due  and  payable  at  any  time  prior  to  the  completion 
of  said  road,  if  the  said  company  shall  fail  to  pay  the  interest 
on  the  bonds  given  in  exchange  for  the  bonds  of  the  State; 
which  bonds  shall  upon  the  payment  of  the  interest,  to  the 
completion  of  said  road,  be  surrendered  by  the  public  treasu- 
rer to  the  said  company. 

Sec.  3.  Be  it  further  enacted.  That  the  bonds  of  the  State 
hereby  authorized  to  be  sold  for  the  Western  Railroad  Com- 
pany, shall  be  sold  as  follows:  when  it  shall  be  certified  by  the 
president  of  said  Western  Railroad  Company,  that  twelve  miles 
of  said  road  have  been  completed  and  put  in  operation,  said 
company  shall  be  entitled  to  receive  one  hundred  thousand 
dollars;  when  it  shall  be  likewise  certified  that  the  iron  for  the 
whole  road  has  been  delivered  at  the  port  of  Wihuington,  said 
company  shall  be  entitled  to  receive  an  additional  one  hundred 
thousand  dollars;  whenever  the  president  shall  certify  that 
twenty-four  miles  of  said  road  have  been  completed,  said  com- 
pany shall  be  entitled  to   receive   an   additional  one  hundred 


thousand  dollars;  and  whenever  the  president  shall  certify  that 
the  whole  road  to  the  coaHields  has  been  completed  and  put 
in  operation,  and  that  an  additional  sum  has  been  raised  by 
said  company  making  the  amount  of  four  hundred  thousand 
dollars,  and  that  the  aforesaid  sum  of  four  hundred  thousand 
dollars  (exclusive  of  State  bonds)  has  been  expended  upon  said 
road,  then  an  additional  and  final  sum  of  one  hundred  thou- 
sand dollars  shall  be  delivered  to  said  company. 

Sec.  4.  Be  it  further  enacted,  That  the  income  of  said  com- 
pany, after  paying  the  current  and  necessaiy  expenses,  shall 
first  be  applied  to  the  payment  of  the  interest  on  the  bonds 
hereby  directed  to  be  delivered  to  the  public  treasurer,  and  of 
the  remainder,  twenty-five  per  cent,  shall  be  set  aside  and  per- 
manently invested  for  the  purpose  of  creating  a  sinking  fund 
for  the  final  extinguishment  of  the  debt;  the  balance  may  be 
divided  among  the  stockholders,  as  said  company  may  direct, 
it  being  the  intention  of  this  act  to  pledge  the  whole  net  in- 
come of  the  company,  in  the  first  instance,  to  liquidation  of 
the  interest  on  the  bonds,  and  then  to  provide  for  their  final 
extinguishment. 

Sec.  5.  Be  it  further  enacted,  That  the  State  shall  have  the 
privilege,  at  any  time  witlim  eight  years  from  the  passage  of 
this  act,  to  subscribe  stock  m  said  company  to  the  amount  of 
four  hundred  thousand  dollars,  in  shares  of  one  hundred  dol- 
lars each,  and  upon  certificates  of  stock  being  issued  to  the 
State  by  said  company  for  the  same,  to  surrender  the  bonds  of 
said  company  which  had  previously  been  delivered  to  the  State 
under  the  provisions  of  this  act. 

Sec.  G.  Be  it  further  enacted,  That  the  board  of  internal 
improvements  shall  have  the  right,  under  this  act,  to  send  an 
agent  of  the  State  annually  to  examine  into  the  condition  of 
said  railroad  company,  and  to  report  the  same  to  the  governor 
and  council. 

Sec.  7.  Be  it  further  enacted.  That  in  case  any  railroad 
company  shall  be  incorporated  hereafter,  running  castwardly 
from  the  town  of  Fayetteville,  or  if  the  AVilmington  and  Wel- 
don  Railroad  Company,  or  the  Wilmington,  Charlotte  and 
Rutherford  Railroad  Company  shall  ever  build  a  branch  under 
their  charter,  then  the  said  AVestern  Railroad  Company  shall 


17 

join  in  the  erection  of  any  warehouses  and  passenger  sheds  that 
may  be  necessary  to  render  such  connection  as  perfect  as  pos- 
sible, and  regularly  use  the  same  for  the  reception  and  delive- 
ry of  all  passengers,  goods  and  other  articles  whatever;  and  the 
said  railroad  company  shall  not  discriminate  by  charges  against 
the  company  or  companies  so  connecting  with  its  railway. 

Sec.  8.  Be  it  further  enacted,  That  in  case  of  a  railroad  be- 
ing built  so  as  to  connect  any  point  or  points  to  the  eastward 
of  Fayetteville  with  the  coalfields,  by  means  of  the  Western 
Railroad,  then  and  in  that  case  the  depots,  yards,  &c.  of  the 
Western  Railroad  shall  be  used  in  common  with  such  connect- 
ing roads,  on  their  papng  a  due  proportion  of  the  cost  of  said 
depots,  yards,  &c.,  and  agreeing  to  contribute  a  due  propor- 
tion to  the  repairs  and  improvements  thereon. 

Sec.  9.  Be  it  further  enacted,  That  in  the  payment  of  any 
interest  which  may  accrue  on  the  bonds  of  the  State,  before 
the  completion  of  the  road,  the  president  of  said  road  shall  be 
required  to  make  oath  that  no  part  of  said  amount  of  interest 
has  been  derived  from  the  sale  of  the  bonds  of  the  State. 

Sec.  10.  Be  it  further  enacted,  That  the  22d  section  of  the 
charter  of  said  company  be  amended  so  as  to  read  as  follows: 
That  said  company  shall  have  power  to  construct  branches  to 
said  road,  or  to  connect  with  any  other  railroad  that  may  be 
constructed:  Provided^  That  no  such  branch  shall  cross  any 
railroad  now  in  existence,  or  in  progress  of  construction,  ex- 
cepting the  Wilmington  and  Weldon  Railroad;  any  contract 
that  may  be  entered  into  with  any  other  railroad  company  by 
the  president  and  directors  of  the  said  company,  after  the  con- 
sent of  a  majority  of  the  stockholders  first  obtained,  shall  be 
binding  on  said  company;  and  this  act  shall  be  in  force  from 
and  after  its  ratification. — [Ratified  the  1th  day  of  FeVy  1859.] 

AN    ACT 

To  enable  the  Western  Railroad  Convpany  to  extend  their  Road  from 
the  Coalfields  to  the  North  Carolina  Railroad. 

Whereas,  The  loan  of  lour  hundred  thousand  dollars  made 
to  the  Western  Railroad  company  by  an  act  of  the  last  Legis- 
lature entitled,  "An  act  to  aid  in  the  construction  and  equip- 


18 

meut  of  the  Western  Railroad  from  Fayetteville  to  the  Coal- 
fields," was  insufficient  to  enable  said  company  to  procure  the 
rolling  stock  and  equipment,  build  work-shops  and  construct 
the  necessary  wharves  at  Cape  Fear  River,  for  the  shipment 
of  coal  and  other  produce,  and  for  the  erection  of  a  permanent 
bridge  across  Deep  River;  therefore  to  enable  said  company  to 
complete  said  works  and  carry  into  effect  the  provisions  of  this 
act, 

Section  1.  Be  it  enacted,  »tc.,  That  there  shall  be  two  di- 
visions of  the  Western  Railroad,  viz:  the  Eastern  division  shall 
extend  from  the  Cape  Fear  to  the  west  bank  of  Deep  River, 
near  Egypt,  in  the  county  of  Chatham,  and  the  Western  divi- 
sion shall  extend  from  the  west  bank  of  Deep  River  to  a  point 
on  the  North  Carolina  Railroad,  to  be  hereafter  determined  by 
the  president  and  directors  of  the  Western  Railroad  company, 
or  the  stockholders  of  the  same  in  general  meeting  assembled. 

Sec.  2.  That  for  the  purpose  of  completing  the  eastern  di- 
vision, procuring  the  rolling  stock  and  equipment,  building 
shops,  wharves,  and  constructing  a  permanent  bridge  over 
Deep  River,  the  public  treasurer  is  hereby  authorized  and  di- 
rected to  sell  two  hundred  thousand  dollars  of  the  coupon  bonds 
of  the  State  of  North  Carolina,  made  in  the  same  manner  and 
form  as  those  heretofore  sold  for  said  company,  and  the  pro- 
ceeds thereof  to  loan  to  said  railroad  company,  the  said  com- 
pany making  and  delivering  to  the  public  treasurer  at  the  same 
time  its  coupon  bonds  for  the  same  amount,  and  payable  at  the 
same  time  and  place  as  those  of  the  State  sold  for  its  benefit; 
and  to  secure  the  principal  and  interest  of  said  bonds,  issued 
by  the  Western  Railroad  Company,  the  State  of  North  Caro- 
lina shall  by  this  act  have  a  lien  upon  the  Eastern  division  of 
said  road,  together  with  all  the  rights  and  franchises  thereto 
belonging  or  in  any  wise  appertaining,  and  upon  all  the  estate 
of  said  company,  both  real  and  personal,  which  they  may  now 
have  or  may  hereafter  acquire;  which  lien  shall  have  prefer- 
ence over  all  other  claims  whatsoever. 

Sec.  3.  That  for  the  purpose  of  completing  the  Western  di- 
vision of  said  road,  the  public  treasurer  is  hereby  authorized 
and  directed  to  issue  and  sell  the  coupon  bonds  of  the  State  of 
North  Carolina,  signed  by  the  governor,  and  countersigned  by 


19 

the  public  treasurer  and  sealed  with  the  great  seal  of  the  State, 
bearing  six  per  cent  interest,  the  principal  payable  at  the  end 
of  thirty  years  from  the  date  thereof,  and  the  coupons  of  inter- 
est payable  semi-annually  in  such  form  and  at  such  time  and 
place  as  the  public  treasurer  may  direct,  for  the  purpose  of 
raising  the  money  herein  directed  to  be  loaned  to  the  Western 
Railroad  Company. 

Sec.  4.  That  before  the  public  treasurer  shall  make  any  loan 
to  said  company  of  any  of  the  moneys  received  from  the  sale 
of  the  bonds  hereby  authorized  to  be  issued  and  disposed  of, 
the  Western  Railroad  Company  shall  deliver  to  the  public  trea- 
surer the  coupon  bonds  of  said  company,  bearing  the  same  in- 
terest and  date,  the  principal  and  coupons  payable  at  the  same 
time  and  place  as  those  of  the  State  hereinbefore  directed  to 
be  issued  and  disposed  of;  and  to  secure  the  principal  and  in- 
terest of  said  bonds  issued  by  the  Western  Railroad  Company, 
the  State  of  North  Carolina  shall  by  this  act  have  a  lien  upon 
the  Western  division  of  said  road,  together  with  all  the  rights, 
franchises,  and  powers  thereto  belonging,  or  in  any  wise  ap- 
pertaming,  or  which  may  hereafter  belong  or  appertain,  to- 
gether with  all  the  real  and  personal  estate  of  said  company 
which  they  may  now  have  or  hereafter  acquire,  and  which  lien 
shall  have  preference  over  all  other  claims  whatsoever;  and  in 
case  of  failure  of  said  company  to  j)ay  the  semi-annual  interest 
on  said  bonds  for  twenty-four  months  after  such  interest  shall 
become  due,  or  to  pay  the  principal  of  said  bonds  for  twelve 
months  after  their  maturity,  the  board  of  internal  improvement, 
for  and  on  behalf  of  the  State,  may  enter  upon  and  take  pos- 
session of  all  the  property  hereinbefore  specified,  and  dispose 
of  the  same  so  as  to  protect  the  State. 

Sec.  5.  That  the  public  treasurer  shall  issue  and  dispose  of 
the  bonds  hereinbefore  directed,  from  time  to  time  as  may  be 
necessaiy  to  make  the  loans  to  said  company,  as  required  by 
the  provisions  of  this  act;  and  said  loans  shall  be  made  in  the 
sums  and  on  the  conditions  following,  viz:  that  whenever  the 
president  of  said  company  shall  certify  to  the  governor  that  a 
section  of  ten  miles  of  said  road  has  been  graded  continuously 
at  either  end  of  the  western  division,  that  said  company  has 
purchased  the  iron  rails,  chairs  and  spikes,  and  will  forthvsrith 


/ 


•20 


in  good  laitb  proceed  to  lay  down  and  complete  said  sections 
of  ten  miles,  said  company  shall  be  entitled  to  receive  the  sum 
of  one  hundred  thousand  dollars;  and  upon  a  like  certificate,  as 
each  successive  ten  miles  has  been  graded  and  prepared  to  re- 
ceive the  superstructure,  said  company  shall  be  entitled  to  re- 
ceive the  sum  of  one  hundred  thousand  dollars,  until  said  di- 
vision shall  be  completed.  Vrovidrd,  That  if  the  last  section 
shall  be  less  than  ten  miles,  a  deduction  shall  be  made  in  the 
proportion  of  one  hundred  thousand  dollars  to  ten  miles  of 
road,  it  being  the  pui-pose  of  this  act  to  loan  said  company  ten 
thousand  dollars  per  mile  for  each  mile  of  road  constructed  be- 
tween the  eastern  division  and  the  fmal  terminus  of  said  road 
on  the  North  Carolina  Railroad.  Provided  farther,  That  none 
of  the  boards  [bonds]  authorized  to  be  issued  for  the  Western 
division  of  said  road,  shall  be  sold  by  the  public  treasurer  until 
it  shall  have  been  certified  to  him  by  the  president  of  said  com- 
pany, that  the  iron  rail  purchased  for  the  said  Western  division 
is  of  the  product  and  manufacture  of  the  State  of  North  Caro- 
lina: Provided  farther  J  That  the  bonds  so  issued  for  said  Wes- 
teni  division  shall  not  exceed  $500,000. 

Sec.  6,  That  whereas  the  provisions  of  the  seventh,  eighth 
and  tenth  sections  of  the  act  of  the  last  Legislature,  entitled 
"an  act  to  aid  in  the  construction  and  equipment  of  the  Wes- 
tern Railroad  from  Fayetteville  to  the  Coalfields,"  are  unusual 
and  have  not  been  imposed  upon  any  other  company  in  this 
State,  therefore  the  said  seventh,  eighth  and  tenth  sections  of 
said  act  be  and  the  same  are  hereby  repealed. 

Si:c.  7.  That  the  bonds  herein  provided  to  be  sold  by  the 
public  treasurer  shall  not  be  disposed  of  by  him  for  less  than 
their  par  value. — {Ratified  Fchruai-y  IG,  1861.] 


ilC 


A 


X.J'  ^ 


^, ....  ./'.^J 


BYE-LAWS. 


AETICLE  I. 
The  Annual  Meetings  of  this  Company  sliall  be  held  on  the 
thii'd  Monday  in  March  in  each   and  every  year,  in  the  Town 
of  Fayetteville. 

AETICLE  IL 

The  Stockholders,  at  each  Annual  Meeting,  shall  elect  by 
ballot  a  President,  Treasurer,  and  nine  Directors. 

ARTICLE  III. 

The  President  and  any  four  Directors  shall  form  a  quorum 
for  the  transaction  of  business.  In  the  absence  of  the  Presi- 
dent, any  five  Directors  shall  form  a  quorum.     '^ 

AETICLE  IV. 
The  Board  of  Directors  shall  have  power  to  adopt  all  neces- 
sary measures  for  the  construction  of  the  Eoad,  and  in  all  things 
to  manage  the  aftairs  of  the  Company. 

AETICLE  Y. 

The  President  of  the  Company  shall  sign  all  Certificates  of 
Stock,  and  other  ofticial  papers  of  the  Company;  call  special 
meetings  of  the  Board  at  his  discretion,  or  on  application  of  any 
two  Directors;  and  upon  the  written  application  of  Stockholders 
holding  250  shares  of  Stock,  to  call  a  General  Meeting  of  the 
Company;  sign  all  orders  on  the  Treasurer;  and  generally  to 
exercise  suj)erintendence  over  the  affairs  of  the  Company.  He 
shall  only  be  entitled  to  vote  when  there  is  a  tie  in  the  Board  of 
Directors.  His  salary  shall  be  $1500  per  annum. 
AETICLE  YI. 

The  Treasurer  shall  collect  tlie  assessments  on  the  Stock,  and 
have  the  care  and  custody  of  the  funds  belonging  to  the  Com- 
pany; shall  deposite  all  cash  received  in  one  or  other  of  the 


14 

Banks  in  tliis  Town,  and  sliall  draw  out  notliing  therefrom  ex- 
cept by  check  countersigned  by  the  President,  He  shall  open 
and  keep  the  books  of  the  Conipan}-,  under  the  Direction  of  the 
Board  of  Directors.  He  shall  take  a  receipt  or  voucher  for  each 
item  disbursed.  He  shall  give  a  bond  to  the  Company,  with 
at  least  two  good  and  resjionsible  sureties  to  be  approved  of  by 
the  Beard  of  Directors,  in  the  sum  of  $10,000,  for  the  faithful 
discharge  of  his  duties  as  Treasurer.  He  shall  render  annual 
accounts,  and  oftener  if  thereto  recpiired,  and  be  amenable  to 
the  Board  of  Directors.  The  Treasurer  shall  also  be  the  Secre- 
tary of  the  Company  and  of  the  Board  of  Directors,  and  shall 
perform  all  the  duties  of  that  office.  His  salary  shall  be  $1000 
per  annum. 

AllTICLE  Yll. 

Stock  shall  only  be  transferred  by  u  surrender  of  the  original 
Certificate,  by  the  holder  thereof,  or  by  his  attorney  specially 
authorised  to  make  such  transfer,  at  the  office  of  the  Company 
in  Fayetteville,  or  at  such  agency  as  shall  be  established  for 
that  purpose  by  the  Board  uf  Directors. 

AKTICLE  VIII. 
At  each  Annual  Meeting  of  the  Stockholders,  a  Committee 
of  three  shall  be  appointed  to  examine  the  Accounts  of  the  sev- 
eral Officers  at  the  end  of  the  fiscal  year,  and  report  thereon  to 
the  next  Annual  Meeting. 

ARTICLE  IX. 
The  fiscal  year  of  the  Company  shall  close  on  the  last  day  of 
Fel)ruary  in  each  year,  and  all  books  and  accounts  shall  be 
balanced  at  that  date,  and  in  five  days  thereafter  shall  be  sub- 
ject to  the  inspection  and  examination  of  the  Committee  ap- 
j)ointed  by  the  preceding  Article. 

AimCLE  X. 

Tlie  Form  of  the  Certificate  of  the  Ca2)ital  Stock  shall  be  as 
follows: 


15 

North  Carolina. 

'No. Shares. 

Be  it  Knoavx,  Tliat of ,  —  entitled  to 


Shares  in  the  Capital  Stock  of  tlie  Western  Rail  Road  Com- 
pany, on  which  the  full  sura  of  One  Hundred  Dollars  per  Share 

lias  been  paid,  transferable  bj  the  said ,  personally 

or  by  Att<irney. 

Witness,  the  signature  of  the  President  and  Secretary, 

[seal.]  and  the  Seal  of  the  Corporation,  at  Oflice,  tliis day 

of ,  18—. 

,  Sec'y. ,  Pres't. 

ARTICLE  XI. 

The  President  and  Directors  shall,  from  time  to  time,  issue 
full  Certificates  for  Stock  to  the  amount  of  three-fourths  of  the 
actual  payments  made  by  any  Stockholder,  upon  the  applica- 
tion of  such  Stockholder, 


